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[10-Q] ONE Gas, Inc. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

ONE Gas (OGS) reported stronger Q3 2025 results. Total revenues were $379.1 million, up 11% year over year, with operating income of $65.4 million (up $5.9 million). Net income rose to $26.5 million, and diluted EPS was $0.44. For the first nine months, revenues reached $1,738.1 million and operating income was $317.7 million, driving net income of $177.9 million and diluted EPS of $2.94.

Growth was driven by $19.2 million from new rates and higher residential sales from customer additions, partly offset by higher depreciation, ad valorem taxes, and employee-related costs. Interest expense declined in Q3, aiding earnings. Liquidity improved with an amended revolving credit facility to $1.5 billion (expanded capacity and extended to October 30, 2030) and a new $250 million 13‑month unsecured term loan. The company declared a quarterly dividend of $0.67 per share. Regulatory updates included an approved $41.1 million Oklahoma base rate increase and Kansas GSRS approval of $7.2 million, with Texas filings advancing. Shares outstanding were 59,999,041 as of October 24, 2025.

Positive
  • None.
Negative
  • None.

Insights

Solid quarter on rate relief and customer growth; financing extended.

ONE Gas posted higher Q3 revenue and earnings, primarily from new rates and residential customer additions across Oklahoma and Texas. Operating income increased as regulatory outcomes flowed through, while Q3 interest expense eased, supporting net income and EPS.

Balance sheet liquidity strengthened: the revolver expanded to $1.5B and maturity extended to Oct 2030, and a $250M term loan added near‑term flexibility. Commercial paper outstanding was $764.4M at Sep 30, 2025, within covenant limits (debt‑to‑capital 49.7%).

Key dependencies include ongoing rate proceedings and cost trends (depreciation, taxes, labor). Approved Oklahoma increases of $41.1M and Kansas GSRS of $7.2M are reflected; Texas cases are progressing with new rates expected in early 2026.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2025.
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.

Commission file number  001-36108

ONE Gas, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma46-3561936
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
  
15 East Fifth Street
Tulsa,OK74103
(Address of principal
executive offices)
(Zip Code)

Registrant’s telephone number, including area code   (918) 947-7000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value $0.01 per shareOGSNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No  

On October 24, 2025, the Company had 59,999,041 shares of common stock outstanding.

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ONE Gas, Inc.
TABLE OF CONTENTS
Part I.
Financial Information
Page No.
Item 1.
Consolidated Financial Statements (Unaudited)
6
 
Consolidated Statements of Income - Three and Nine Months Ended September 30, 2025 and 2024
6
 
Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2025 and 2024
7
 
Consolidated Balance Sheets - September 30, 2025 and December 31, 2024
8
 
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024
10
 
Consolidated Statements of Equity - Three and Nine Months Ended September 30, 2025 and 2024
11
 
Notes to Consolidated Financial Statements
12
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
37
Item 4.
Controls and Procedures
37
Part II.
Other Information
38
Item 1.
Legal Proceedings
38
Item 1A.
Risk Factors
38
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
38
Item 3.
Defaults Upon Senior Securities
38
Item 4.
Mine Safety Disclosures
38
Item 5.
Other Information
38
Item 6.
Exhibits
38
Signature
 
40

As used in this Quarterly Report, references to “we,” “our,” “us” or the “Company” refer to ONE Gas, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, unless the context indicates otherwise.

The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled,” “likely” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations and assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Forward-Looking Statements,” and Part II, Item 1A, “Risk Factors” in this Quarterly Report and under Part I, Item IA, “Risk Factors,” in our Annual Report.

3


AVAILABLE INFORMATION

We make available, free of charge, on our website (www.onegas.com) our Annual Reports, Quarterly Reports, Current Reports on Form 8-K, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act. Such materials are available as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC, which also makes these materials available on its website (www.sec.gov). Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Certificate of Incorporation, by-laws, the written charters of our Audit Committee, Executive Compensation Committee, and Corporate Governance Committee and our Sustainability Report are also available on our website, and copies of these documents are available upon request.

In addition to filings with the SEC and materials posted on our website, we also use social media platforms as channels of information distribution to reach investors and other stakeholders. Information contained on our website and posted on or disseminated through our social media accounts is not incorporated by reference into this report.

4

Table of Contents
GLOSSARY - The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:
AAOAccounting Authority Order
ADITAccumulated deferred income taxes
Annual ReportAnnual Report on Form 10-K for the year ended December 31, 2024
ASCAccounting Standards Codification
ASUAccounting Standards Update
BcfBillion cubic feet
bpsBasis points
CAAFederal Clean Air Act, as amended
EDITExcess deferred income taxes resulting from a change in enacted tax rates
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
GAAPAccounting principles generally accepted in the United States of America
GRIPGas Reliability Infrastructure Program
GSRSGas System Reliability Surcharge
HDDHeating degree day is a measure designed to reflect the demand for energy needed for heating based on the extent to which the daily average temperature falls below a reference temperature for which no heating is required, usually 65 degrees Fahrenheit
ITInformation Technology
KCCKansas Corporation Commission
KDHEKansas Department of Health and Environment
KGSS-IKansas Gas Service Securitization I, L.L.C.
MGPManufactured gas plant
MMcfMillion cubic feet
Moody’sMoody’s Investors Service, Inc.
NYSENew York Stock Exchange
OCCOklahoma Corporation Commission
ONE GasONE Gas, Inc.
ONE Gas Credit AgreementONE Gas’ $1.50 billion revolving credit agreement, amended and restated on October 30, 2025
PBRCPerformance-Based Rate Change
PHMSAUnited States Department of Transportation Pipeline and Hazardous Materials Safety Administration
PIPES ActProtecting Our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020
Quarterly Report(s)Quarterly Report(s) on Form 10-Q
RRCRailroad Commission of Texas
S&PStandard & Poor’s Ratings Services
SECSecurities and Exchange Commission
SOFRSecured Overnight Financing Rate
Securities ActSecurities Act of 1933, as amended
Securitized Utility Tariff BondsSeries 2022-A Senior Secured Securitized Utility Tariff Bonds, Tranche A
Senior NotesONE Gas’ registered unsecured notes consisting of $550 million of 5.10 percent senior notes due April 2029, $300 million of 2.00 percent senior notes due May 2030, $300 million of 4.25 percent senior notes due September 2032, $600 million of 4.658 percent senior notes due February 2044 and $400 million of 4.50 percent senior notes due November 2048
TCEQTexas Commission on Environmental Quality
Term SOFRThe SOFR for a specific loan term
WNAWeather normalization adjustment(s)
XBRLeXtensible Business Reporting Language
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PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

ONE Gas, Inc.  
CONSOLIDATED STATEMENTS OF INCOME
Three Months EndedNine Months Ended
 September 30,September 30,
(Unaudited)2025202420252024
(Thousands of dollars, except per share amounts)
Total revenues$379,125 $340,398 $1,738,056 $1,452,855 
Cost of natural gas76,614 59,632 707,018 514,593 
Operating expenses
Operations and maintenance137,198 130,743 403,480 385,403 
Depreciation and amortization76,933 72,126 237,951 221,247 
General taxes22,999 18,448 71,872 57,023 
Total operating expenses237,130 221,317 713,303 663,673 
Operating income65,381 59,449 317,735 274,589 
Other income, net
2,363 2,982 5,453 7,467 
Interest expense, net(35,373)(39,148)(106,349)(107,475)
Income before income taxes32,371 23,283 216,839 174,581 
Income taxes(5,905)(4,015)(38,921)(28,753)
Net income
$26,466 $19,268 $177,918 $145,828 
Earnings per share
Basic$0.44 $0.34 $2.96 $2.57 
Diluted$0.44 $0.34 $2.94 $2.56 
Average shares (thousands)
Basic60,183 56,825 60,125 56,768 
Diluted60,554 57,093 60,425 56,906 
Dividends declared per share of stock$0.67 $0.66 $2.01 $1.98 
See accompanying Notes to Consolidated Financial Statements.
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ONE Gas, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
Three Months EndedNine Months Ended
September 30,September 30,
(Unaudited)2025202420252024
(Thousands of dollars)
Net income
$26,466 $19,268 $177,918 $145,828 
Other comprehensive income, net of tax
Change in pension and other postemployment benefit plan liability, net of tax  (1)(1)
Net unrealized holding gain on available-for-sale securities, net of tax of $(10), $(68), $(55) and $(67), respectively
34 255 205 254 
Total other comprehensive income, net of tax34 255 204 253 
Comprehensive income$26,500 $19,523 $178,122 $146,081 
See accompanying Notes to Consolidated Financial Statements.

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ONE Gas, Inc.  
CONSOLIDATED BALANCE SHEETS  
 September 30,December 31,
(Unaudited)20252024
Assets
(Thousands of dollars)
Property, plant and equipment  
Property, plant and equipment$9,587,605 $9,124,134 
Accumulated depreciation and amortization2,577,880 2,478,261 
Net property, plant and equipment7,009,725 6,645,873 
Current assets  
Cash and cash equivalents9,047 57,995 
Restricted cash and cash equivalents11,738 20,542 
Total cash, cash equivalents and restricted cash and cash equivalents20,785 78,537 
Accounts receivable, net210,173 408,448 
Materials and supplies97,453 91,662 
Income tax receivable53,624 53,624 
Natural gas in storage198,045 161,184 
Regulatory assets70,619 101,210 
Other current assets28,508 35,216 
Total current assets679,207 929,881 
Goodwill and other assets  
Regulatory assets260,583 278,006 
Securitized intangible asset, net241,475 265,951 
Goodwill157,953 157,953 
Pension and other postemployment benefits52,277 42,882 
Other assets103,054 105,025 
Total goodwill and other assets815,342 849,817 
Total assets$8,504,274 $8,425,571 
See accompanying Notes to Consolidated Financial Statements.
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ONE Gas, Inc.  
CONSOLIDATED BALANCE SHEETS  
(Continued)
 September 30,December 31,
(Unaudited)20252024
Equity and Liabilities
(Thousands of dollars)
Equity and long-term debt
Common stock, $0.01 par value:
authorized 250,000,000 shares; issued and outstanding 59,999,041 shares at September 30, 2025; issued and outstanding 59,876,861 shares at December 31, 2024
$600 $599 
Paid-in capital2,317,921 2,294,469 
Retained earnings863,777 809,606 
Accumulated other comprehensive income (loss)78 (126)
Total equity3,182,376 3,104,548 
Other long-term debt, excluding current maturities, net of issuance costs2,132,689 2,131,718 
Securitized utility tariff bonds, excluding current maturities, net of issuance costs222,879 253,568 
Total long-term debt, excluding current maturities, net of issuance costs2,355,568 2,385,286 
Total equity and long-term debt5,537,944 5,489,834 
Current liabilities  
Current maturities of other long-term debt249,646 14 
Current maturities of securitized utility tariff bonds30,566 28,956 
Notes payable764,400 914,600 
Accounts payable121,070 261,321 
Accrued taxes other than income73,688 75,608 
Regulatory liabilities61,208 22,525 
Customer deposits56,662 56,243 
Other current liabilities96,694 99,009 
Total current liabilities1,453,934 1,458,276 
Deferred credits and other liabilities  
Deferred income taxes937,841 891,738 
Regulatory liabilities461,739 467,563 
Other deferred credits112,816 118,160 
Total deferred credits and other liabilities1,512,396 1,477,461 
Commitments and contingencies
Total liabilities and equity$8,504,274 $8,425,571 
See accompanying Notes to Consolidated Financial Statements.


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ONE Gas, Inc.  
CONSOLIDATED STATEMENTS OF CASH FLOWSNine Months Ended
September 30,
(Unaudited)20252024
 
(Thousands of dollars)
Operating activities  
Net income$177,918 $145,828 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization237,951 221,247 
Deferred income taxes30,742 82,052 
Share-based compensation expense11,305 10,458 
Provision for doubtful accounts5,843 3,736 
Changes in assets and liabilities:
Accounts receivable192,432 167,880 
Materials and supplies(5,791)(16,743)
Natural gas in storage(36,861)6,302 
Asset removal costs(35,987)(48,135)
Accounts payable(130,571)(116,385)
Accrued taxes other than income(1,920)3,036 
Customer deposits419 10,350 
Regulatory assets and liabilities - current55,334 (106,051)
Regulatory assets and liabilities - noncurrent23,620 13,374 
Other assets and liabilities - current3,339 (67,145)
Other assets and liabilities - noncurrent8,045 (4,023)
Cash provided by operating activities
535,818 305,781 
Investing activities  
Capital expenditures(539,433)(523,590)
Other investing expenditures(8,053)(3,760)
Other investing receipts3,629 5,122 
Cash used in investing activities
(543,857)(522,228)
Financing activities  
Borrowings (repayments) of notes payable, net
(150,200)862,900 
Issuance of other long-term debt, net of premiums250,000 253,651 
Long-term debt financing costs(432) 
Repayment of other long-term debt(10)(773,000)
Repayment of securitized utility tariff bonds(29,493)(27,939)
Issuance of common stock3,561 3,368 
Dividends paid(120,505)(112,064)
Tax withholdings related to net share settlements of stock compensation(2,634)(1,098)
Cash provided by (used in) financing activities
(49,713)205,818 
Change in cash, cash equivalents, restricted cash and restricted cash equivalents(57,752)(10,629)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period78,537 39,387 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$20,785 $28,758 
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized
$103,926 $110,667 
Cash received for state income taxes$(768)$(1,832)
Cash paid for federal income taxes
$7,763 $600 
See accompanying Notes to Consolidated Financial Statements.

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ONE Gas, Inc. 
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)Common Stock IssuedCommon StockPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income/(Loss)Total Equity
 (Shares)
(Thousands of dollars)
January 1, 202559,876,861 $599 $2,294,469 $809,606 $(126)$3,104,548 
Net income   119,419  119,419 
Other comprehensive income    124 124 
Common stock issued and other52,229  1,097   1,097 
Common stock dividends - $0.67 per share
  423 (40,576) (40,153)
March 31, 202559,929,090 $599 $2,295,989 $888,449 $(2)$3,185,035 
Net income   32,033  32,033 
Other comprehensive income    46 46 
Common stock issued and other69,144 1 7,373   7,374 
Common stock dividends - $0.67 per share
  463 (40,616) (40,153)
June 30, 202559,998,234 $600 $2,303,825 $879,866 $44 $3,184,335 
Net income   26,466  26,466 
Other comprehensive income    34 34 
Common stock issued and other807  11,740   11,740 
Common stock dividends - $0.67 per share
  2,356 (42,555) (40,199)
September 30, 202559,999,041 $600 $2,317,921 $863,777 $78 $3,182,376 
January 1, 202456,545,924 $565 $2,028,755 $737,739 $(1,182)$2,765,877 
Net income   99,317  99,317 
Other comprehensive income    (10)(10)
Common stock issued and other23,472 1 2,136   2,137 
Common stock dividends - $0.66 per share
  277 (37,613) (37,336)
March 31, 202456,569,396 $566 $2,031,168 $799,443 $(1,192)$2,829,985 
Net income   27,243  27,243 
Other comprehensive income    8 8 
Common stock issued and other81,442 1 6,971   6,972 
Common stock dividends - $0.66 per share
  375 (37,710) (37,335)
June 30, 202456,650,838 $567 $2,038,514 $788,976 $(1,184)$2,826,873 
Net income   19,268  19,268 
Other comprehensive income    255 255 
Common stock issued and other4,417  3,619   3,619 
Common stock dividends - $0.66 per share
  435 (37,828) (37,393)
September 30, 202456,655,255 $567 $2,042,568 $770,416 $(929)$2,812,622 
See accompanying Notes to Consolidated Financial Statements.

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ONE Gas, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Our accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These statements also have been prepared in accordance with GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The 2024 year-end consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes in our Annual Report. Our significant accounting policies are described in Note 1 of our Notes to Consolidated Financial Statements in our Annual Report. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. Due to the seasonal nature of our business, the results of operations for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for a 12-month period.

Organization and Nature of Operations - We provide natural gas distribution services to approximately 2.3 million customers in Oklahoma, Kansas and Texas through our three divisions, Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service, respectively. We primarily serve residential, commercial and transportation customers in all three states.

Segments - We operate in one reportable business segment: regulated public utilities that deliver natural gas primarily to residential, commercial and transportation customers. Our accounting policies are the same as those described in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report. We evaluate our financial performance principally on net income. For the three and nine months ended September 30, 2025 and 2024, we had no single external customer from which we received 10 percent or more of our gross revenues.

Property, Plant and Equipment and Asset Removal Costs - Accounts payable for construction work in progress and asset removal costs decreased by approximately $10.9 million and $15.8 million for the nine months ended September 30, 2025 and 2024, respectively. Such amounts are not included in capital expenditures or asset removal costs in our consolidated statements of cash flows until paid.

Accounts Receivable, Net - Accounts receivable represent valid claims against nonaffiliated customers for natural gas sold or services rendered. We assess the creditworthiness of our customers. Those customers who do not meet minimum standards may be required to provide security, including deposits and other forms of collateral, when appropriate and allowed by our tariffs. With approximately 2.3 million customers across three states, we are not exposed materially to a concentration of credit risk. We maintain an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, consideration of the current environment and other information. We recover natural gas costs related to accounts written off when they are deemed uncollectible through the purchased-gas cost adjustment mechanisms in each of our jurisdictions. At September 30, 2025 and December 31, 2024, our allowance for doubtful accounts was $11.9 million and $14.9 million, respectively.

Goodwill Impairment Test – We assess our goodwill for impairment at least annually on July 1, unless events or changes in circumstances indicate an impairment may have occurred before that time. As part of our goodwill impairment test, we may first assess qualitative factors (including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance) to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If further testing is necessary or a quantitative test is elected to refresh our recurring qualitative assessments, we perform a quantitative impairment test for goodwill. We did not identify any impairment indicators for our goodwill and determined that no further testing was necessary.

Recently Issued Accounting Standards Update - In November 2024, the FASB issued ASU-2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40).” The amendments in this standard address requests from investors for more detailed information about the types of expenses commonly presented in income statements and will require a footnote disclosure to disaggregate, in a tabular presentation, each relevant expense category on the face of the income statement that includes any of the following natural expenses: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The amendments in this update are effective for annual periods beginning after December 15, 2026, and
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interim periods within annual periods beginning after December 15, 2027. We are currently assessing the timing and impacts of adopting this standard.

2.    REVENUE

The following table sets forth our revenues disaggregated by source for the periods indicated:

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
(Thousands of dollars)
Natural gas sales to customers$326,975 $289,243 $1,566,410 $1,277,099 
Transportation revenues30,957 30,492 105,422 100,046 
Securitization customer charges (Note 14)
11,216 10,515 36,058 33,741 
Miscellaneous revenues5,915 5,497 19,232 17,562 
Total revenues from contracts with customers375,063 335,747 1,727,122 1,428,448 
Other revenues - natural gas sales related375 535 1,104 14,757 
Other revenues 3,687 4,116 9,830 9,650 
Total other revenues4,062 4,651 10,934 24,407 
Total revenues$379,125 $340,398 $1,738,056 $1,452,855 

Accrued unbilled natural gas sales revenues at September 30, 2025 and December 31, 2024, were $88.6 million and $212.0 million, respectively, and are included in accounts receivable on our consolidated balance sheets.

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3.    REGULATORY ASSETS AND LIABILITIES

The tables below present a summary of regulatory assets and liabilities, net of amortization, for the periods indicated:

September 30, 2025
CurrentNoncurrentTotal
(Thousands of dollars)
Winter weather event costs$ $980 $980 
Under-recovered purchased-gas costs37,741  37,741 
Pension and postemployment benefit costs, net1,357 224,716 226,073 
Reacquired debt costs723 1,446 2,169 
MGP remediation costs1,000 29,317 30,317 
Ad-valorem tax3,059  3,059 
WNA13,696  13,696 
Customer credit deferrals7,074 1,100 8,174 
Other, net5,969 3,024 8,993 
Total regulatory assets70,619 260,583 331,202 
Income tax rate changes (452,274)(452,274)
Over-recovered purchased-gas costs(61,208) (61,208)
Other (9,465)(9,465)
Total regulatory liabilities(61,208)(461,739)(522,947)
Net regulatory assets and liabilities$9,411 $(201,156)$(191,745)

December 31, 2024
CurrentNoncurrentTotal
(Thousands of dollars)
Winter weather event costs$9,051 $15,938 $24,989 
Under-recovered purchased-gas costs43,819  43,819 
Pension and postemployment benefit costs, net1,358 224,837 226,195 
Reacquired debt costs723 1,989 2,712 
MGP remediation costs1,000 30,067 31,067 
Ad-valorem tax14,066  14,066 
WNA26,684  26,684 
Customer credit deferrals255 3,639 3,894 
Other, net4,254 1,536 5,790 
Total regulatory assets101,210 278,006 379,216 
Income tax rate changes (467,563)(467,563)
Over-recovered purchased-gas costs(22,525) (22,525)
Total regulatory liabilities(22,525)(467,563)(490,088)
Net regulatory assets and liabilities$78,685 $(189,557)$(110,872)

Regulatory assets in our consolidated balance sheets, as authorized by various regulatory authorities, are probable of recovery. Base rates and certain riders are designed to provide a recovery of costs during the period such rates are in effect, but do not generally provide for a return on investment for amounts we have deferred as regulatory assets. All of our regulatory assets are subject to review by the respective regulatory authorities during future regulatory proceedings.

Other regulatory assets and liabilities - Purchased-gas costs represent the natural gas costs that have been over- or under-recovered from customers through the purchased-gas cost adjustment mechanisms, and includes natural gas utilized in our operations and premiums paid and any cash settlements received from our purchased natural gas call options or swap agreements.

The OCC, KCC and regulatory authorities in Texas have approved the recovery of pension costs and other postemployment benefits costs through rates for Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service, respectively. The costs recovered through rates are based on the net periodic benefit cost for defined benefit pension and other postemployment costs. Differences, if any, between the net periodic benefit cost (credit), net of deferrals, and the amount recovered through rates are reflected in earnings. We historically have recovered defined benefit pension and other postemployment benefit costs through
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rates. We believe it is probable that regulators will continue to include the net periodic pension and other postemployment benefit costs in our cost of service.

We amortize reacquired debt costs in accordance with the accounting guidelines prescribed by the OCC and the KCC.

See Note 12 for additional information regarding our regulatory assets for MGP remediation costs.

Ad-valorem tax represents the difference in Kansas Gas Service’s taxes incurred each year above or below the amount approved in base rates. This difference is deferred as a regulatory asset or liability for a 12-month period. Kansas Gas Service then applies an adjustment to customers’ bills to refund the over-collected revenue or bill the under-collected revenue over the subsequent 12 months.

Weather normalization represents revenue over- or under-recovered through the WNA rider in Kansas. This amount is deferred as a regulatory asset or liability for a 12-month period. Kansas Gas Service then applies an adjustment to customers’ bills for 12 months to refund the over-collected revenue or bill the under-collected revenue.

The customer credit deferrals and the noncurrent regulatory liability for income tax rate changes represent deferral of the effects of enacted federal and state income tax rate changes on our ADIT and the effects of these changes on our rates.

Recovery through rates resulted in amortization of regulatory assets of approximately $0.8 million and $1.8 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $8.2 million and $11.3 million for the nine months ended September 30, 2025 and 2024, respectively.

4.    CREDIT FACILITY AND SHORT-TERM DEBT

In October 2025, we amended and restated the ONE Gas Credit Agreement. During this process we increased the capacity to $1.5 billion from $1.35 billion with the addition of one new lender and reduction of three lenders. The term of the agreement was extended to October 30, 2030, from March 16, 2028. The expansion option in the revolver was set at an additional $750 million, and all other terms and conditions of the ONE Gas Credit Agreement are materially unchanged.

The ONE Gas Credit Agreement provides for a $1.5 billion revolving unsecured credit facility and includes a $20 million letter of credit subfacility and a $60 million swingline subfacility. We can request an increase in commitments of up to an additional $750 million upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The ONE Gas Credit Agreement is available to provide liquidity for working capital, capital expenditures, acquisitions and mergers, the issuance of letters of credit and for other general corporate purposes.

The ONE Gas Credit Agreement contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining ONE Gas’ total debt-to-capital ratio, excluding the debt of KGSS-I, of no more than 70 percent at the end of any calendar quarter. At September 30, 2025, our total debt-to-capital ratio, excluding KGSS-I, was 49.7 percent and we were in compliance with all covenants under the ONE Gas Credit Agreement. We may reduce the unutilized portion of the ONE Gas Credit Agreement in whole or in part without premium or penalty. The ONE Gas Credit Agreement contains customary events of default. Upon the occurrence of certain events of default, our obligations under the ONE Gas Credit Agreement may be accelerated and the commitments may be terminated.

At September 30, 2025, we had $1.35 million in letters of credit issued and no borrowings under the ONE Gas Credit Agreement as in effect, with approximately $1.349 billion of remaining credit, which is available to repay our commercial paper borrowings.

Under our commercial paper program, we may issue unsecured commercial paper up to the maximum amount of $1.35 billion to fund short-term borrowing needs. The maturities of the commercial paper vary but may not exceed 270 days from the date of issue. Commercial paper is generally sold at par less a discount representing an interest factor. At September 30, 2025 and December 31, 2024, we had $764.4 million and $914.6 million of commercial paper outstanding with a weighted-average interest rate of 4.34 percent and 4.77 percent, respectively.

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5.    LONG-TERM DEBT

The table below presents a summary of our long-term debt outstanding for the periods indicated:

September 30,December 31,
Interest Rate
20252024
(Thousands of dollars)
Senior Notes due:
April 20295.100%$550,000 $550,000 
May 20302.000%300,000 300,000 
September 20324.250%300,000 300,000 
February 20444.658%600,000 600,000 
November 20484.500%400,000 400,000 
Total Senior Notes2,150,000 2,150,000 
Unsecured Term Loan (a)4.960%250,000  
KGSS-I Securitized Utility Tariff Bonds5.486%257,852 287,345 
Unamortized discounts, net of premiums, on long-term debt (b)(3,777)(3,624)
Debt issuance costs (b)(19,511)(20,691)
Other8.000%1,216 1,226 
Total long-term debt, net2,635,780 2,414,256 
Less: current maturities of KGSS-I securitized utility tariff bonds, net30,566 28,956 
Less: current maturities of other long-term debt, net249,646 14 
Noncurrent portion of long-term debt, net$2,355,568 $2,385,286 
(a) Bears interest at a variable rate based on Term SOFR, initially set using the 6-month SOFR at closing. The interest rate resets at months six and twelve, each based on the prevailing 6-month Term SOFR and the 1-month Term SOFR, respectively.
(b) Includes issuance costs and discounts for the KGSS-I Securitized Utility Tariff Bonds of $4.4 million and $4.8 million, at September 30, 2025 and December 31, 2024, respectively.

Senior Notes - The indenture governing our Senior Notes includes an event of default upon the acceleration of other indebtedness of $100 million or more. Such events of default would entitle the trustee or the holders of 25 percent in aggregate principal amount of the outstanding Senior Notes to declare those Senior Notes immediately due and payable in full.

Depending on the series, we may redeem our Senior Notes at par, plus accrued and unpaid interest to the redemption date, starting one month, three months or six months before their maturity dates. Prior to these dates, we may redeem these Senior Notes, in whole or in part, at a redemption price equal to the principal amount, plus accrued and unpaid interest and a make-whole premium. The redemption price will never be less than 100 percent of the principal amount of the respective Senior Note plus accrued and unpaid interest to the redemption date. Senior Notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness.

Unsecured Term Loan - In August 2025, we entered into a 13-month unsecured term loan agreement totaling $250 million. The loan bears interest at a variable rate based on Term SOFR, initially set using the 6-month Term SOFR at closing, plus a 90 bps spread as specified in the agreement. The interest rate resets automatically at months six and twelve, each based on the prevailing 6-month Term SOFR plus a spread of 90 bps, and 1-month Term SOFR plus a spread of 90 bps, respectively, until the term loan matures in September 2026. Interest is payable quarterly, and the loan includes customary covenants and default provisions. Proceeds of the term loan will be available for working capital, capital expenditures, acquisitions, mergers, and other general corporate purposes.

Securitized Utility Tariff Bonds - The KGSS-I Securitized Utility Tariff Bonds are governed by an indenture between KGSS-I and the indenture trustee. The indenture contains certain covenants that restrict KGSS-I’s ability to sell, transfer, convey, exchange, or otherwise dispose of its assets. KGSS-I’s assets cannot be used to settle ONE Gas’ obligations and the holders of the Securitized Utility Tariff Bonds have no recourse against ONE Gas. See Note 14 for additional discussion of the Kansas securitization transaction.

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6.    EQUITY

In May 2025, we entered into an underwriting agreement and a forward sale agreement for 2.5 million shares of our common stock and granted the underwriter an option to purchase up to 375,000 additional shares of our common stock, which was not exercised. The forward sale agreement provides for settlement on a date, or dates, to be specified at our discretion, but which will occur no later than December 31, 2026.

In February 2023, we entered into an at-the-market equity distribution agreement under which we may issue and sell shares of our common stock with an aggregate offering price up to $300 million. Sales of common stock are made by means of ordinary brokers’ transactions on the NYSE, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. At September 30, 2025, we had $225.5 million of equity available for issuance under the program.

The following table summarizes all of our outstanding forward sale agreements at September 30, 2025:

MaturityOriginal SharesRemaining SharesForward PriceNet Proceeds Available
(Shares)(Shares)(Per share)(Thousands of dollars)
December 31, 20251,200,000 223,000 $74.63 $16,643 
December 31, 2025180,000 180,000 74.58 13,425 
December 31, 20262,500,000 2,500,000 78.50 196,246 
Total forward sale agreements3,880,000 2,903,000 $77.96 $226,314 

Dividends Declared - In November 2025, we declared a dividend of $0.67 per share ($2.68 per share on an annualized basis) for shareholders of record as of November 14, 2025, payable on December 1, 2025.

7.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the effect of reclassifications from accumulated other comprehensive income (loss) in our consolidated statements of income for the periods indicated:

Three Months EndedNine Months EndedAffected Line Item in the
Details About Accumulated Other September 30,September 30,Consolidated Statements
Comprehensive Income (Loss) Components2025202420252024of Income
(Thousands of dollars)
Pension and other postemployment benefit plan obligations (a)
Amortization of net gain (loss)$(1,834)$(1,442)$(5,502)$(4,326)
Amortization of unrecognized prior service credit (cost)(93)(93)(279)(279)
(1,927)(1,535)(5,781)(4,605)
Regulatory adjustments (b)1,928 1,536 5,783 4,607 
Amounts reclassified from accumulated other comprehensive income (loss)1 1 2 2 Other income (expense), net
Available-for-sale securities
Amounts reclassified from accumulated other comprehensive income (loss) (1)7 (11)Other income (expense), net
Total reclassifications before tax1  9 (9)Income before income taxes
Tax effect of reclassifications  (2)2 Income tax expense
Net reclassifications for the period$1 $ $7 $(7)Net income
(a) These components of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (credit). See Note 9 for additional detail on our net periodic benefit cost (credit).
(b) Regulatory adjustments represent pension and other postemployment benefit credits or costs expected to be recovered through rates and are deferred as part of our regulatory assets. See Note 3 for additional disclosures of regulatory assets and liabilities.

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8.    EARNINGS PER SHARE

Basic EPS is calculated by dividing net income by the daily weighted-average number of common shares outstanding during the periods presented, which includes fully vested stock awards that have not yet been issued as common stock. Diluted EPS is based on shares outstanding for the calculation of basic EPS, plus unvested stock awards granted under our compensation plans and equity forward sale agreements, but only to the extent these instruments dilute earnings per share.

The following tables set forth the computation of basic and diluted EPS from continuing operations for the periods indicated:

 Three Months Ended September 30, 2025
 IncomeSharesPer Share
Amount
 
(Thousands, except per share amounts)
Basic EPS Calculation   
Net income available for common stock
$26,466 60,183 $0.44 
Diluted EPS Calculation   
Effect of dilutive securities 371  
Net income available for common stock and common stock equivalents$26,466 60,554 $0.44 
Three Months Ended September 30, 2024
IncomeSharesPer Share
Amount
(Thousands, except per share amounts)
Basic EPS Calculation
Net income available for common stock
$19,268 56,825 $0.34 
Diluted EPS Calculation
Effect of dilutive securities— 268 
Net income available for common stock and common stock equivalents$19,268 57,093 $0.34 
Nine Months Ended September 30, 2025
IncomeSharesPer Share
Amount
(Thousands, except per share amounts)
Basic EPS Calculation
Net income available for common stock
$177,918 60,125 $2.96 
Diluted EPS Calculation
Effect of dilutive securities 300 
Net income available for common stock and common stock equivalents$177,918 60,425 $2.94 
Nine Months Ended September 30, 2024
IncomeSharesPer Share
Amount
(Thousands, except per share amounts)
Basic EPS Calculation
Net income available for common stock
$145,828 56,768 $2.57 
Diluted EPS Calculation
Effect of dilutive securities— 138 
Net income available for common stock and common stock equivalents$145,828 56,906 $2.56 

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9.    EMPLOYEE BENEFIT PLANS

The following tables set forth the components of net periodic benefit cost (credit) for our pension, inclusive of our defined benefit pension plan and supplemental executive retirement plan, and other postemployment benefit plans for the periods indicated:

Pension Benefits
Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
(Thousands of dollars)
Components of net periodic benefit cost (credit)
 
Service cost$1,337 $1,551 $4,011 $4,653 
Interest cost (a)
10,042 10,281 30,126 30,843 
Expected return on assets (a)
(11,910)(14,757)(35,730)(44,271)
Amortization of unrecognized prior service cost (credit) (a)
93 93 279 279 
Amortization of net loss (gain) (a)
1,865 1,446 5,595 4,338 
Net periodic benefit cost (credit)
$1,427 $(1,386)$4,281 $(4,158)
(a) These amounts, net of any amounts capitalized as a regulatory asset, have been recognized as other (income) expense, net in the consolidated statement of income. See Note 11 for additional detail.

Other Postemployment Benefits
Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
(Thousands of dollars)
Components of net periodic benefit cost (credit)
 
Service cost$123 $152 $369 $456 
Interest cost (a)
2,069 2,045 6,207 6,135 
Expected return on assets (a)
(2,212)(2,284)(6,636)(6,852)
Amortization of unrecognized prior service cost (credit) (a)
    
Amortization of net loss (gain) (a)
(31)(4)(93)(12)
Net periodic benefit cost (credit)
$(51)$(91)$(153)$(273)
(a) These amounts, net of any amounts capitalized as a regulatory asset, have been recognized as other (income) expense, net in the consolidated statement of income. See Note 11 for additional detail.

We recover qualified pension benefit plan and other postemployment benefit plan costs through rates charged to our customers. Certain regulatory authorities require that the recovery of these costs be based on specific guidelines. The difference between these regulatory-based amounts and the periodic benefit cost calculated pursuant to GAAP is deferred as a regulatory asset or liability and amortized to expense over periods in which this difference will be recovered in rates, as authorized by the applicable regulatory authorities. For the nine months ended September 30, 2025 and 2024, regulatory deferrals related to net periodic benefit cost (credit) were $(0.7) million and $3.6 million, respectively.

We capitalize all eligible service cost and non-service credit components under the accounting requirements of ASC Topic 980 (Regulated Operations) for rate-regulated entities. Capitalized non-service credits reflected in pension and other postemployment benefit costs, net within regulatory assets in our consolidated balance sheets were $(6.8) million and $(6.7) million at September 30, 2025 and December 31, 2024, respectively. See Note 3 of the Notes to Consolidated Financial Statements in this Quarterly Report for additional information.

In August 2025, we purchased a group annuity contract and transferred approximately $41.6 million of the assets and liabilities related to certain participants in our defined benefit pension plan to a third-party insurance company.

Nonqualified Deferred Compensation Plan - We have a nonqualified deferred compensation plan with obligations of $21.1 million and $18.9 million at September 30, 2025 and December 31, 2024, respectively, which are reported within other deferred credits in our consolidated balance sheets. These obligations represent the amount owed to plan participants and are treated as if invested in specified deemed investment options. A significant portion of the obligation is indirectly funded with
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key-person corporate-owned life insurance policies to offset costs associated with our nonqualified deferred compensation plan and the supplemental executive retirement plan. These corporate-owned life insurance policies are measured at cash surrender value of $45.6 million and $41.5 million at September 30, 2025 and December 31, 2024, respectively, and are reported within other assets in our consolidated balance sheets.

Gains (losses) on the corporate-owned life insurance policies are recognized in other income (expense), net within our consolidated statements of income; see Note 11 for additional detail of our other income (expense), net. Deferred compensation expense (income) associated with the nonqualified deferred compensation plan is recognized in operations and maintenance expense within our consolidated statements of income were $2.1 million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively.

10.    INCOME TAXES

We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences, as well as tax credits. Adjustments to the effective tax rate and estimates will occur as information and assumptions change.

At September 30, 2025, we had no uncertain tax positions. We are no longer subject to income tax examination for years prior to 2020. Changes in tax laws or tax rates are recognized in the financial reporting period that includes the enactment date. On July 4, 2025, the One Big Beautiful Bill Act was signed into law, introducing various corporate tax changes. We have evaluated the legislation and do not expect a material impact on our income taxes. We will continue to monitor developments and assess future implications as guidance becomes available.

Income tax expense reflects credits for the amortization of the regulatory liability associated with EDIT that was returned to customers of $1.7 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively, and $11.9 million and $13.4 million for the nine months ended September 30, 2025 and 2024, respectively.

11.    OTHER INCOME AND OTHER EXPENSE

The following table sets forth the components of other income and other expense for the periods indicated:

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
(Thousands of dollars)
Net periodic benefit credit other than service cost
$289 $825 $977 $2,381 
Earnings on investments associated with nonqualified deferred compensation plans
1,859 2,097 4,068 4,798 
Unrealized gain (loss) on marketable equity securities146  330  
Other income (expense), net69 60 78 288 
Total other income, net
$2,363 $2,982 $5,453 $7,467 

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12.    COMMITMENTS AND CONTINGENCIES

Environmental Matters - We are subject to multiple laws and regulations regarding protection of the environment and natural and cultural resources, which affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetland preservation, plant and wildlife protection, hazardous materials use, storage and transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with these laws, regulations, licenses and permits or the discovery of presently unknown environmental conditions may expose us to fines, penalties and/or interruptions in our operations that could be material to our results of operations. In addition, emission controls and/or other regulatory or permitting mandates under the CAA and other similar federal and state laws could require unexpected capital expenditures. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional statutes or regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024.

We own or retain legal responsibility for certain environmental conditions at 12 former MGP sites in Kansas. These sites contain contaminants generally associated with MGP sites and are subject to control or remediation under various environmental laws and regulations. A consent agreement with the KDHE governs all environmental investigation and remediation work at these sites. The terms of the consent agreement require us to investigate these sites and set remediation activities based upon the results of the investigations and risk analysis. Remediation typically involves the management of contaminated soils and may involve removal of structures and monitoring and/or remediation of groundwater. We have completed or are addressing removal of the source of soil contamination at all 12 sites and continue to monitor groundwater at seven of the 12 sites according to plans approved by the KDHE. Regulatory closure has been achieved at five of the 12 sites, but these sites remain subject to potential future requirements that may result in additional costs.

We have an AAO that allows Kansas Gas Service to defer and seek recovery of costs necessary for investigation and remediation at, and nearby, these 12 former MGP sites that are incurred after January 1, 2017. In January 2025, Kansas Gas Service requested to increase the cap on the AAO to $32.0 million from $15.0 million. The original $15.0 million cap approved in 2017 was the result of a unanimous settlement agreement and contained additional reporting requirements and obligations. In May 2025, Kansas Gas Service, the KCC staff and the Citizens’ Utility Ratepayer Board filed a unanimous settlement agreement with the KCC agreeing to increase the cap to $32.0 million and to leave all of the other provisions of the 2017 settlement agreement in place. The KCC issued an order approving the settlement agreement in July 2025.

Pursuant to the AAO, costs approved for recovery in a future rate proceeding are to be amortized over a 15-year period. The unamortized amounts are not included in rate base or accumulate carrying charges. Following a determination that future investigation and remediation work approved by the KDHE exceeds $32.0 million, net of any related insurance recoveries, Kansas Gas Service is required to file an application with the KCC for approval to increase the $32.0 million cap. At September 30, 2025 and December 31, 2024, we have deferred $30.3 million and $31.1 million, respectively, for accrued investigation and remediation costs, net of insurance proceeds, pursuant to our AAO.

We also own or retain legal responsibility for certain environmental conditions at a former MGP site in Texas. At the request of the TCEQ, we began investigating the level and extent of contamination associated with the site under their Texas Risk Reduction Program. A preliminary site investigation revealed that this site contains contaminants generally associated with MGP sites and is subject to control or remediation under various environmental laws and regulations. At September 30, 2025, estimated costs associated with expected remediation activities for this site are not material.

Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024. The reserve for remediation of our MGP sites was $13.8 million and $14.3 million at September 30, 2025 and December 31, 2024, respectively.

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Environmental Footprint - We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to-date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows for the three and nine months ended September 30, 2025 and 2024.

Pipeline Safety - We are subject to regulation under federal pipeline safety statutes and any analogous state regulations. These include safety requirements for the design, construction, operation, and maintenance of pipelines, including transmission and distribution pipelines. At the federal level, we are regulated by PHMSA. PHMSA regulations require the following for certain pipelines: inspection and maintenance plans; integrity management programs, including the determination of pipeline integrity risks and periodic assessments on certain pipeline segments; an operator qualification program, which includes certain trainings; a public awareness program that provides certain information; and a control room management plan.

PHMSA promulgates various regulations related to pipeline safety. As part of the Consolidated Appropriations Act, 2021, the PIPES Act reauthorized PHMSA through 2023 and directed the agency to move forward with several regulatory actions, including the “Pipeline Safety: Class Location Change Requirements” and the “Pipeline Safety: Safety of Gas Transmission and Gathering Pipelines” proposed rulemakings. Congress has also instructed PHMSA to issue final regulations that will require operators of new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those regulations. On January 20, 2025, an executive order began a regulatory freeze to all rulemakings that were not yet effective pending further review. To the extent such rulemakings impose more stringent requirements on our facilities, we may be required to incur expenditures that may be material.

Regulatory - Several regulatory initiatives impacted the earnings and future earnings potential of our business. See additional information regarding our regulatory initiatives in the “Regulatory Activities” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Legal Proceedings - We are a party to various litigation matters and claims that have arisen in the normal course of our operations. While the results of litigation and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable outcome of such matters will not have a material adverse effect on our results of operations, financial position or cash flows.

13.    DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Accounting Treatment - We record all derivative instruments at fair value, with the exception of normal purchases and normal sales that are expected to result in physical delivery. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it, or if regulatory requirements impose a different accounting treatment.

If certain conditions are met, we may elect to designate a derivative instrument as a hedge of exposure to changes in fair values or cash flows. We have not elected to designate any of our derivative instruments as hedges.

The table below summarizes the various ways in which we account for our derivative instruments and the impact on our consolidated financial statements:
  Recognition and Measurement
Accounting Treatment Balance Sheet Income Statement
Normal purchases and
normal sales
-Fair value not recorded-Change in fair value not recognized in earnings
Mark-to-market-Recorded at fair value-Change in fair value recognized in, and recoverable through, the purchased-gas cost adjustment mechanisms

Fair Value Measurements - We define fair value as the price that would be received from the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. We use the market and income approaches to determine the fair value of our assets and liabilities and consider the markets in which the transactions are
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executed. We measure the fair value of a group of financial assets and liabilities consistent with how a market participant would price the net risk exposure at the measurement date.

Fair Value Hierarchy - At each balance sheet date, we utilize a fair value hierarchy to classify fair value amounts recognized or disclosed in our consolidated financial statements based on the observability of inputs used to estimate such fair value. The levels of the hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Significant observable pricing inputs other than quoted prices included within Level 1 that are, either directly or indirectly, observable as of the reporting date. Essentially, this represents inputs that are derived principally from or corroborated by observable market data; and
Level 3 - May include one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are developed based on the best information available and may include our own internal data.

We recognize transfers into and out of the levels as of the end of each reporting period.

Determining the appropriate classification of our fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. We categorize derivatives for which fair value is determined using multiple inputs within a single level, based on the lowest level input that is significant to the fair value measurement in its entirety.

Derivative Instruments - Our derivatives are comprised of over-the-counter natural gas fixed-price swaps and call options.

Swaps - At September 30, 2025, we held over-the-counter natural gas fixed-price swaps for the heating season ending March 2026 with a total notional amount of 7.65 Bcf. At December 31, 2024, we held over-the-counter natural gas fixed-price swaps for the heating season ending March 2025 with a total notional amount of 6.20 Bcf.

Options - At September 30, 2025, we held purchased natural gas call options for the heating season ending March 2026 with total notional amount of 0.80 Bcf, for which we paid premiums of $0.8 million. At December 31, 2024, we held purchased natural gas call options for the heating season ending March 2025 with total notional amount of 0.60 Bcf, for which we paid premiums of $0.6 million.

We have not designated any of our derivative instruments as accounting hedges. These contracts are included in, and recoverable through, our purchased-gas cost adjustment mechanisms. Additionally, premiums paid, changes in fair value and any settlements received associated with these contracts are deferred as part of our unrecovered purchased-gas costs in our consolidated balance sheets. There were no transfers between levels for the periods presented.

Other Financial Instruments - The approximate fair value of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable is equal to book value, due to the short-term nature of these items. The fair value of our commercial paper was determined using quoted prices in an active market.

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The following tables summarize, by level within the fair value hierarchy, our derivative and other assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2025 and December 31, 2024:

September 30, 2025
Level 1Level 2Netting (c)Total
(Thousands of dollars)
Assets:
United States treasury notes (b)$8,561 $ $ $8,561 
Corporate bonds (b) 15,767  15,767 
Marketable equity securities (d)2,567   2,567 
Total assets$11,128 $15,767 $ $26,895 
Liabilities:
Derivative instruments - swaps (a)$ $6,921 $ $6,921 
(a) The fair value is included in other current assets and other current liabilities in our consolidated balance sheets.
(b) The fair value is included in other current and noncurrent assets in our consolidated balance sheets.
(c) Our over-the-counter natural gas fixed-price swaps are presented on a net basis when the right of offset exists.
(d) The fair value is included in other current assets in our consolidated balance sheets.

December 31, 2024
Level 1Level 2Netting (c)Total
(Thousands of dollars)
Assets:
Derivative instruments - swaps (a)$ $25 $(25)$ 
United States treasury notes (b)8,721   8,721 
Corporate bonds (b) 13,171  13,171 
Total assets$8,721 $13,196 $(25)$21,892 
Liabilities:
Derivative instruments - swaps (a)$ $3,238 $(25)$3,213 
(a) The fair value is included in other current assets and other current liabilities in our consolidated balance sheets.
(b) The fair value is included in other current and noncurrent assets in our consolidated balance sheets.
(c) Our over-the-counter natural gas fixed-price swaps are presented on a net basis when the right of offset exists.

The estimated fair value of our long-term debt, including current maturities, was $2.5 billion and $2.2 billion at September 30, 2025 and December 31, 2024, respectively. The estimated fair value of our long-term debt was determined using quoted market prices and is classified as Level 2.

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14.    VARIABLE INTEREST ENTITY

KGSS-I is a special-purpose, wholly owned subsidiary of ONE Gas that was formed for the purpose of issuing securitized bonds to recover extraordinary costs incurred by Kansas Gas Service resulting from Winter Storm Uri. KGSS-I’s assets cannot be used to settle ONE Gas’ obligations and the holders of the Securitized Utility Tariff Bonds have no recourse against ONE Gas. The Securitized Utility Tariff Bonds have a scheduled final payment date of August 1, 2032. See Note 5 for additional information about the securitization financing.

KGSS-I is considered to be a variable interest entity. As a result, KGSS-I is included in the consolidated financial statements of ONE Gas. No gain or loss was recognized upon initial consolidation.

The following table summarizes the impact of KGSS-I on our consolidated balance sheets:

September 30,December 31,
20252024
(Thousands of dollars)
Restricted cash and cash equivalents$11,738 $20,542 
Accounts receivable4,381 4,659 
Securitized intangible asset, net241,475 265,951 
Total assets$257,594 $291,152 
Current maturities of securitized utility tariff bonds30,566 28,956 
Accounts payable87 319 
Accrued interest2,358 6,568 
Securitized utility tariff bonds, excluding current maturities, net of discounts and issuance costs $4.4 million and $4.8 million, as of September 30, 2025 and December 31, 2024, respectively
222,879 253,568 
Paid-in capital 1,680 1,681 
Retained earnings24 60 
Total liabilities and equity$257,594 $291,152 

The following table summarizes the impact of KGSS-I on our consolidated statements of income:

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
(Thousands of dollars)
Operating revenues$11,216 $10,515 $36,058 $33,741 
Operating expense(110)(111)(331)(332)
Amortization expense(7,490)(6,429)(24,476)(21,109)
Interest income165 199 425 539 
Interest expense(3,745)(4,138)(11,568)(12,731)
Income before income taxes36 36 108 108 
Income taxes    
Net income$36 $36 $108 $108 

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the Notes to Consolidated Financial Statements in in this Quarterly Report, as well as our Annual Report. Due to the seasonal nature of our business, the results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for a 12-month period.

RECENT DEVELOPMENTS

Dividend - In November 2025, we declared a dividend of $0.67 per share ($2.68 per share on an annualized basis) for shareholders of record as of November 14, 2025, payable on December 1, 2025.

Credit Facility - In October 2025, we amended and restated the ONE Gas Credit Agreement. During this process we increased the capacity to $1.5 billion from $1.35 billion with the addition of one new lender and reduction of three lenders. The term of the agreement was extended to October 30, 2030, from March 16, 2028. The expansion option in the revolver was set at an additional $750 million, and all other terms and conditions of the ONE Gas Credit Agreement are materially unchanged.

Unsecured Term Loan - In August 2025, we entered into a 13-month unsecured term loan agreement totaling $250 million. The loan bears interest at a variable rate based on Term SOFR, initially set using the 6-month Term SOFR at closing, plus a 90 bps spread as specified in the agreement. The interest rate resets automatically at months six and twelve, each based on the prevailing 6-month Term SOFR plus a spread of 90 bps, and 1-month Term SOFR plus a spread of 90 bps, respectively, until the term loan matures in September 2026. Interest is payable quarterly, and the loan includes customary covenants and default provisions. Proceeds of the term loan will be available for working capital, capital expenditures, acquisitions, mergers, and other general corporate purposes.

Texas House Bill 4384 - In June 2025, Texas House Bill 4384 was signed into law, allowing gas utilities in Texas to defer, and later recover, specific costs related to property, plant and equipment placed in service, but not yet reflected in base rates, including depreciation, ad valorem taxes, and a carrying cost. The RRC is required to adopt rules to implement the new law within 270 days of the effective date. Texas Gas Service began applying the new provisions to property, plant and equipment placed in service but not yet reflected in rates in the third quarter of 2025.

REGULATORY ACTIVITIES

Oklahoma - On February 27, 2025, Oklahoma Natural Gas filed its required PBRC application for the year ended December 2024. The filed request included a $41.5 million base rate revenue increase, $2.4 million energy efficiency incentive, and $13.2 million of estimated EDIT to be credited to customers in 2026. The parties reached a settlement which included a $41.1 million base rate revenue increase, a $2.4 million energy efficiency incentive, and $17.9 million of estimated EDIT to be credited to customers in February 2026. On June 12, 2025, the administrative law judge recommended approval of the settlement at the hearing on the merits. Interim rates, subject to refund until an order from the OCC, were implemented on June 27, 2025. The OCC issued an order approving the settlement on July 23, 2025.

Kansas - In April 2025, Kansas Gas Service submitted an application to the KCC requesting an increase of approximately $7.2 million related to its GSRS. In July 2025, the KCC approved a $7.2 million increase effective August 2025.

Texas - In June 2025, Texas Gas Service filed a rate case for all customers in the Central-Gulf, West-North and Rio Grande Valley service areas requesting a $41.1 million revenue increase. The filing includes a request to consolidate all service areas into a single division. Texas Gas Service filed this rate case directly with the cities in each service area, which includes the city of Austin, the City of El Paso and the RRC for the unincorporated areas. This filing is based on a 10.4 percent return on equity and a 59.9 percent common equity ratio. New rates are expected to take effect in the first quarter of 2026.

West-North Service Area - In February 2025, Texas Gas Service made a GRIP filing for all customers in the West-North service area, requesting a $8.2 million increase to be effective in June 2025. In May 2025, the RRC approved an increase of $8.2 million, and new rates became effective in June 2025.
Central-Gulf Service Area - In February 2025, Texas Gas Service made a GRIP filing for all customers in the Central-Gulf service area, requesting a $15.4 million increase to be effective in June 2025. In May 2025, the RRC approved an increase of $15.4 million, and new rates became effective in June 2025.
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Rio Grande Valley Service Area - In April 2025, Texas Gas Service made a GRIP filing for all customers in the Rio Grande Valley service area, requesting a $3.2 million increase to be effective in September 2025. In August 2025, the RRC approved an increase of $2.9 million, and new rates became effective in September 2025.

FINANCIAL RESULTS AND OPERATING INFORMATION

We operate in one reportable business segment: regulated public utilities that deliver natural gas to residential, commercial and transportation customers. Our accounting policies are the same as described in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report. We evaluate our financial performance principally on net income.

Selected Financial Results - For the three months ended September 30, 2025, net income was $26.5 million, or $0.44 per diluted share, compared with $19.3 million, or $0.34 per diluted share, in the same period last year. For the nine months ended September 30, 2025, net income was $177.9 million, or $2.94 per diluted share, compared with $145.8 million, or $2.56 per diluted share, in the same period last year.

The following table sets forth certain selected financial results for our operations for the periods indicated:

 Three Months EndedNine Months EndedThree MonthsNine Months
 September 30,September 30,2025 vs. 2024
2025 vs. 2024
Financial Results2025202420252024Increase (Decrease)Increase (Decrease)
 (Millions of dollars, except percentages)
Natural gas sales$327.3 $289.8 $1,567.2 $1,290.7 $37.5 13 %$276.5 21 %
Transportation revenues31.0 30.6 105.8 101.3 0.4 1 %4.5 4 %
Securitization customer charges11.2 10.5 36.0 33.7 0.7 7 %2.3 7 %
Other revenues9.6 9.5 29.1 27.2 0.1 1 %1.9 7 %
Total revenues$379.1 $340.4 $1,738.1 $1,452.9 $38.7 11 %$285.2 20 %
Cost of natural gas76.6 59.6 707.0 514.6 17.0 29 %192.4 37 %
Operating costs160.2 149.2475.4 442.5 11.0 7 %32.9 7 %
Depreciation and amortization76.9 72.1 238.0 221.2 4.8 7 %16.8 8 %
Operating income$65.4 $59.5 $317.7 $274.6 $5.9 10 %$43.1 16 %
Capital expenditures and asset removal costs$207.6 $197.7 $575.4 $571.7 $9.9 5 %$3.7 1 %

Natural gas sales to customers represent revenue from contracts with customers through implied contracts established by our tariffs and rates approved by regulatory authorities, as well as revenues from regulatory mechanisms related to natural gas sales. Natural gas sales also include recovery of the cost of natural gas.

Our natural gas sales include fixed and variable charges related to the delivery of natural gas and gas costs that are passed through to our customers in accordance with our cost of natural gas regulatory mechanisms. Fixed charges reflect the portion of our natural gas sales attributable to the monthly fixed customer charge component of our rates, which does not fluctuate based on customer usage in each period. Variable charges reflect the portion of our natural gas sales that fluctuate with the volumes delivered and billed and the effects of weather normalization.

Transportation revenues represent revenue from contracts with customers through implied contracts established by our tariffs and rates approved by regulatory authorities, as well as tariff-based negotiated contracts.

Securitization customer charges represent revenue from contracts with customers through implied contracts established by the financing order approved by the KCC, related to the securitization of extraordinary costs incurred during Winter Storm Uri in the state of Kansas. See Note 14 of the Notes to Consolidated Financial Statements in this Quarterly Report for additional discussion of the securitization transaction in Kansas.

Other revenues include primarily miscellaneous service charges, which represent implied contracts with customers established by our tariffs and rates approved by regulatory authorities and other revenues from regulatory mechanisms.

Cost of natural gas includes commodity purchases, fuel, storage, transportation, hedging costs and settlement proceeds for natural gas price volatility mitigation programs approved by our regulators and other gas purchase costs recovered through our cost of natural gas regulatory mechanisms but does not include an allocation of general operating costs or depreciation and
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amortization. These regulatory mechanisms provide a method of recovering natural gas costs on an ongoing basis without a profit. Therefore, although our revenues will fluctuate with the cost of natural gas that we pass through to our customers, operating income is not affected by fluctuations in the cost of natural gas.

Operating income increased $5.9 million for the three months ended September 30, 2025, compared with the same period last year, due primarily to the following:

an increase of $19.2 million from new rates; and
an increase of $1.4 million in residential sales due primarily to net customer growth in Oklahoma and Texas.

These increases were partially offset by:

an increase of $4.8 million in depreciation and amortization expense primarily from additional capital investment;
an increase of $4.1 million due to ad valorem taxes;
an increase of $3.8 million in employee-related costs; and
an increase of $1.0 million due to outside services.

Operating income increased $43.1 million for the nine months ended September 30, 2025, compared with the same period last year, due primarily to the following:

an increase of $92.2 million from new rates; and
an increase of $5.3 million in residential sales due primarily to net customer growth in Oklahoma and Texas.

These increases were partially offset by:

an increase of $16.8 million in depreciation and amortization expense primarily from additional capital investment;
an increase of $13.8 million due to ad valorem taxes;
an increase of $12.8 million in employee-related costs;
an increase of $2.5 million in insurance expense;
an increase of $2.1 million in bad debt expense;
an increase of $1.2 million in information technology expense; and
a carrying charge of $2.9 million refunded to Oklahoma customers from the settlement of a disputed gas purchase invoice.

Other Factors Affecting Net Income - Other factors that affected net income for the three months ended September 30, 2025, compared to the same period last year, include a decrease of $0.6 million in other income (expense), net due primarily to a $0.5 million decrease in net periodic benefit credit other than service costs and a $0.2 million decrease in the market value of investments associated with our nonqualified deferred compensation plans.

Other factors that affected net income for the nine months ended September 30, 2025, compared with the same period last year, include a decrease of $2.0 million in other income (expense), net due primarily to a $1.4 million decrease in net periodic benefit credit other than service costs and a $0.7 million decrease in the market value of investments associated with our nonqualified deferred compensation plans.

Additionally, net income for the three months ended September 30, 2025, compared with the same period last year, includes a decrease in interest expense, net of $3.8 million due primarily to a lower weighted average interest rate on commercial paper borrowings. Excluding KGSS-I, interest expense, net for the nine months ended September 30, 2025 is in line with the same period last year.

EDIT - Income tax expense reflects credits for the amortization of the regulatory liability associated with EDIT that were returned to customers of $1.7 million and $1.5 million for the three months ended September 30, 2025 and 2024, respectively, and credits of $11.9 million and $13.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Capital Expenditures and Asset Removal Costs - Our capital expenditures program includes expenditures for pipeline integrity, extending service to new areas, reinforcing and increasing system capabilities, pipeline replacements, automated meter reading, government-mandated pipeline relocations, fleet, facilities, IT assets, and cybersecurity. It is our practice to maintain and upgrade our infrastructure, facilities and systems to ensure safe, reliable, and efficient operations. Asset removal costs include
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expenditures associated with the replacement or retirement of long-lived assets that result from the construction, development and/or normal use of our assets, primarily our pipeline assets.

Capital expenditures and asset removal costs were $9.9 million and $3.7 million higher for the three and nine months ended September 30, 2025, respectively, compared with the same periods last year. Our full-year capital expenditures and asset removal costs are expected to be approximately $750 million for 2025.

Selected Operating Information - The following tables set forth certain selected operating information for the periods indicated:

Three Months EndedVariances
 September 30,
2025 vs. 2024
(in thousands)20252024Increase (Decrease)
Average Number of CustomersOKKSTXTotalOKKSTXTotalOKKSTXTotal
Residential846 591 672 2,109 839 591 666 2,096 7  6 13 
Commercial and industrial77 50 34 161 76 50 35 161 1  (1) 
Other  3 3 — —     
Transportation5 5 1 11 12  (1) (1)
Total customers928 646 710 2,284 920 647 705 2,272 8 (1)5 12 
Nine Months EndedVariances
September 30,
2025 vs. 2024
(in thousands)20252024Increase (Decrease)
Average Number of CustomersOKKSTXTotalOKKSTXTotalOKKSTXTotal
Residential849 597 673 2,119 842 595 666 2,103 7 2 7 16 
Commercial and industrial77 51 35 163 77 51 35 163     
Other  3 3 — —     
Transportation5 5 1 11 12  (1) (1)
Total customers931 653 712 2,296 924 652 705 2,281 7 1 7 15 

The increase in the average number of customers for the periods presented is due primarily to the connection of new customers resulting from the extension and expansion of our system in our service areas. For the three months ended September 30, 2025, our average customer count includes approximately 5,400 new customer connections during the period. For the nine months ended September 30, 2025, our average customer count includes approximately 16,800 new customer connections during the period. For the year ended December 31, 2024, our average customer count included approximately 23,000 new customer connections.

The following table reflects total volumes delivered, excluding the effects of WNA mechanisms on sales volumes:

Three Months EndedNine Months Ended
 September 30,September 30,
Volumes (MMcf)
2025202420252024
Natural gas sales    
Residential7,652 7,463 79,162 70,380 
Commercial and industrial4,094 3,999 29,081 26,190 
Other555 234 2,210 1,538 
Total sales volumes delivered12,301 11,696 110,453 98,108 
Transportation46,088 48,063 160,161 163,729 
Total volumes delivered58,389 59,759 270,614 261,837 

The impact of weather on residential and commercial natural gas sales is tempered by WNA mechanisms in all jurisdictions.

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The following table sets forth the HDDs by state for the periods indicated:

Three Months Ended
September 30,
20252024
2025 vs. 2024
20252024
HDDsActualNormalActualNormalActual VarianceActual as a percent of Normal
Oklahoma 9 —   0% %— %
Kansas14 38 45 75 %37 %18 %
Texas 2 —   0% %— %
Nine Months Ended
September 30,
20252024
2025 vs. 2024
20252024
HDDsActualNormalActualNormalActual VarianceActual as a percent of Normal
Oklahoma2,080 2,036 1,798 2,039 16 %102 %88 %
Kansas2,943 2,921 2,430 2,899 21 %101 %84 %
Texas1,051 996 899 1,006 17 %106 %89 %

Normal HDDs are established through rate proceedings in each of our jurisdictions for use primarily in weather normalization billing calculations. See further discussion on weather normalization in our Regulatory Overview section in Part 1, Item 1, “Business,” of our Annual Report. Normal HDDs disclosed above are based on:

Oklahoma - A 10-year weighted average as of June 30, 2021, as calculated using 11 weather stations across Oklahoma and weighted on average customer count.
Kansas - A 30-year rolling average for years 1994-2023 calculated using three weather stations across Kansas and weighted on HDDs by weather station and customers.
Texas - An average of HDDs authorized in our most recent rate proceeding in each jurisdiction and weighted using a rolling 10-year average of actual natural gas distribution sales volumes by service area.

Actual HDDs are based on the quarter-to-date weighted average of:

11 weather stations and customers by month for Oklahoma;
3 weather stations and customers by month for Kansas; and
9 weather stations and natural gas distribution sales volumes by service area for Texas.

CONTINGENCIES

We are a party to various litigation matters and claims that have arisen in the normal course of our operations. While the results of litigation and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable outcome of such matters will not have a material adverse effect on our results of operations, financial position or cash flows.

LIQUIDITY AND CAPITAL RESOURCES

General - We have relied primarily on operating cash flow, commercial paper, and equity forward agreements for our liquidity and capital resource requirements. We fund operating expenses, working capital requirements, including purchases of natural gas, and capital expenditures primarily with cash from operations, commercial paper and settlements of equity forward agreements.

Our stable cash flow and earnings profile is due to the significant residential component of our customer base, the fixed-charge component of our natural gas sales revenues and the rate mechanisms that we have in place. Additionally, we have rate mechanisms in place in our jurisdictions that reduce the lag in earning a return on our capital expenditures and provide for recovery of certain changes in our cost of service by allowing for adjustments to rates between rate cases. We anticipate that our cash flow generated from operations and our expected short- and long-term financing arrangements will enable us to maintain our current and planned level of operations and provide us flexibility to finance our infrastructure investments. Our ability to
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access capital markets for debt and equity financing under reasonable terms depends on market conditions, our financial condition and credit ratings.

Short-term Debt - The ONE Gas Credit Agreement contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining ONE Gas’ total debt-to-capital ratio, excluding the debt of KGSS-I, of no more than 70 percent at the end of any calendar quarter. At September 30, 2025, our total debt-to-capital ratio, excluding KGSS-I, was 49.7 percent and we were in compliance with all covenants under the ONE Gas Credit Agreement. We may reduce the unutilized portion of the ONE Gas Credit Agreement in whole or in part without premium or penalty. The ONE Gas Credit Agreement contains customary events of default. Upon the occurrence of certain events of default, the obligations under the ONE Gas Credit Agreement may be accelerated and the commitments may be terminated.

In October 2025, we amended and restated the ONE Gas Credit Agreement. During this process we increased the capacity to $1.5 billion from $1.35 billion with the addition of one new lender and reduction of three lenders. The term of the agreement was extended to October 30, 2030, from March 16, 2028. The expansion option in the revolver was set at an additional $750 million, and all other terms and conditions of the ONE Gas Credit Agreement are materially unchanged. At September 30, 2025, we had $1.35 million in letters of credit issued and no borrowings under the ONE Gas Credit Agreement as then in effect, with approximately $1.349 billion of remaining credit, which is available to repay our commercial paper borrowings.

The ONE Gas Credit Agreement provides for a $1.5 billion revolving unsecured credit facility and includes a $20 million letter of credit subfacility and a $60 million swingline subfacility. We can request an increase in commitments of up to an additional $750 million upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The ONE Gas Credit Agreement is available to provide liquidity for working capital, capital expenditures, acquisitions and mergers, the issuance of letters of credit, and for other general corporate purposes.

Under our commercial paper program, we may issue unsecured commercial paper up to the maximum amount of $1.35 billion to fund short-term borrowing needs. The maturities of the commercial paper vary but may not exceed 270 days from the date of issue. Commercial paper is generally sold at par less a discount representing an interest factor. At September 30, 2025 and December 31, 2024, we had $764.4 million and $914.6 million of commercial paper outstanding with a weighted-average interest rate of 4.34 percent and 4.77 percent, respectively.

Senior Notes - At September 30, 2025, our long-term debt-to-capital ratio was 45.3 percent. Excluding the debt of KGSS-I, which is non-recourse to us, our long-term debt-to-capital ratio was 42.8 percent. See Note 14 of the Notes to Consolidated Financial Statements in this Quarterly Report for information with respect to KGSS-I.

At September 30, 2025, we had outstanding $2.2 billion of Senior Notes with none due within the next year. The indenture governing our Senior Notes includes an event of default upon the acceleration of other indebtedness of $100 million or more. Such events of default would entitle the trustee or the holders of 25 percent in aggregate principal amount of the outstanding Senior Notes to declare those Senior Notes immediately due and payable in full.

Depending on the series, we may redeem our Senior Notes at par, plus accrued and unpaid interest to the redemption date, starting one month, three months or six months before their maturity dates. Prior to these dates, we may redeem these Senior Notes, in whole or in part, at a redemption price equal to the principal amount, plus accrued and unpaid interest and a make-whole premium. The redemption price will never be less than 100 percent of the principal amount of the respective Senior Note plus accrued and unpaid interest to the redemption date. Our Senior Notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured senior indebtedness.

Unsecured Term Loan - In August 2025, we entered into a 13-month unsecured term loan agreement totaling $250 million. The loan bears interest at a variable rate based on Term SOFR, initially set using the 6-month Term SOFR at closing, plus a 90 bps spread as specified in the agreement. The interest rate resets automatically at months six and twelve, each based on the prevailing 6-month Term SOFR plus a spread of 90 bps, and 1-month Term SOFR plus a spread of 90 bps, respectively, until the term loan matures in September 2026. Interest is payable quarterly, and the loan includes customary covenants and default provisions. Proceeds of the term loan will be available for working capital, capital expenditures, acquisitions, mergers, and other general corporate purposes.
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Credit Ratings - Our credit ratings at September 30, 2025, were:

Rating AgencyLong-term RatingShort-term RatingOutlook
Moody’sA3Prime-2Stable
S&PA-A-2Stable

We intend to maintain credit metrics at a level that supports our balanced approach to capital investment and a return of capital to shareholders via a dividend that we believe will be competitive with our peer group.

Securitized Utility Tariff Bonds - At September 30, 2025, we had outstanding $257.9 million of 5.486 percent KGSS-I Securitized Utility Tariff Bonds with $30.6 million due within the next year. The bonds are governed by an indenture between KGSS-I and the indenture trustee. The indenture contains certain covenants that restrict KGSS-I’s ability to sell, transfer, convey, exchange, or otherwise dispose of its assets.
Equity Issuances - In May 2025, we entered into an underwriting agreement and a forward sale agreement for 2.5 million shares of our common stock and granted the underwriter an option to purchase up to 375,000 additional shares of our common stock, which was not exercised. The forward sale agreement provides for settlement on a date, or dates, to be specified at our discretion, but which will occur no later than December 31, 2026.

In February 2023, we entered into an at-the-market equity distribution agreement under which we may issue and sell shares of our common stock with an aggregate offering price up to $300 million. Sales of common stock are made by means of ordinary brokers’ transactions on the NYSE, in block transactions or as otherwise agreed to between us and the sales agent. We are under no obligation to offer and sell common stock under the program. At September 30, 2025, we had $225.5 million of equity available for issuance under the program.

Pension and Other Postemployment Benefit Plans - In 2025, our contributions are expected to be approximately $6.8 million to our defined benefit pension plans, and no contributions are expected to be made to our other postemployment benefit plans. We use a December 31 measurement date for our plans.

In August 2025, we purchased a group annuity contract and transferred approximately $41.6 million of the assets and liabilities related to certain participants in our defined benefit pension plan to a third-party insurance company.

Information about our pension and other postemployment benefit plans, including anticipated contributions, is included under Note 11 of the Notes to Consolidated Financial Statements in our Annual Report. See Note 9 of the Notes to Consolidated Financial Statements in this Quarterly Report for additional information.

CASH FLOW ANALYSIS

We use the indirect method to prepare our consolidated statements of cash flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that impact net income but may not result in actual cash receipts or payments and changes in our assets and liabilities not classified as investing or financing activities during the period. Items that impact net income but may not result in actual cash receipts or payments include, but are not limited to, depreciation and amortization, deferred income taxes, share-based compensation expense and provision for doubtful accounts.

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The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:

Nine Months Ended
 September 30,Variance
20252024
2025 vs. 2024
 
(Millions of dollars)
Total cash provided by (used in):
Operating activities$535.8 $305.8 $230.0 
Investing activities(543.8)(522.2)(21.6)
Financing activities(49.7)205.8 (255.5)
Change in cash, cash equivalents, restricted cash and restricted cash equivalents(57.7)(10.6)(47.1)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period78.5 39.4 39.1 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$20.8 $28.8 $(8.0)

Operating Cash Flows - Changes in cash flows from operating activities are due primarily to changes in sales revenues, natural gas costs and operating expenses discussed in “Financial Results and Operating Information,” and changes in working capital. Changes in natural gas prices and demand for our services or natural gas, whether because of general economic conditions, variations in weather not mitigated by WNA mechanisms, changes in supply or increased competition from other service providers, could affect our earnings and operating cash flows. Typically, our cash flows from operations are greater in the first half of the year compared with the second half of the year.

Operating cash flows were higher for the nine months ended September 30, 2025, compared with the prior period, due primarily to working capital changes related to the recovery of regulatory assets.

Investing Cash Flows - Cash used in investing activities increased for the nine months ended September 30, 2025, compared with the prior period, due primarily to an increase in capital expenditures for system integrity and extension of service to new areas.

Financing Cash Flows - Cash used in financing activities increased for the nine months ended September 30, 2025, compared with the prior period, due primarily to the repayment of notes payable.

ENVIRONMENTAL, SAFETY AND REGULATORY MATTERS

Environmental Matters - We are subject to multiple laws and regulations regarding protection of the environment and natural and cultural resources, which affect many aspects of our present and future operations. Regulated activities include, but are not limited to, those involving air emissions, storm water and wastewater discharges, handling and disposal of solid and hazardous wastes, wetland preservation, plant and wildlife protection, hazardous materials use, storage and transportation, and pipeline and facility construction. These laws and regulations require us to obtain and/or comply with a wide variety of environmental clearances, registrations, licenses, permits and other approvals. Failure to comply with these laws, regulations, licenses and permits or the discovery of presently unknown environmental conditions may expose us to fines, penalties and/or interruptions in our operations that could be material to our results of operations. In addition, emission controls and/or other regulatory or permitting mandates under the CAA and other similar federal and state laws could require unexpected capital expenditures. We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional statutes or regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024.

We own or retain legal responsibility for certain environmental conditions at 12 former MGP sites in Kansas. These sites contain contaminants generally associated with MGP sites and are subject to control or remediation under various environmental laws and regulations. A consent agreement with the KDHE governs all environmental investigation and remediation work at these sites. The terms of the consent agreement require us to investigate these sites and set remediation activities based upon the results of the investigations and risk analysis. Remediation typically involves the management of contaminated soils and may involve removal of structures and monitoring and/or remediation of groundwater. We have completed or are addressing removal of the source of soil contamination at all 12 sites and continue to monitor groundwater at
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seven of the 12 sites according to plans approved by the KDHE. Regulatory closure has been achieved at five of the 12 sites, but these sites remain subject to potential future requirements that may result in additional costs.

We have an AAO that allows Kansas Gas Service to defer and seek recovery of costs necessary for investigation and remediation at, and nearby, these 12 former MGP sites that are incurred after January 1, 2017. In January 2025, Kansas Gas Service requested to increase the cap on the AAO to $32.0 million from $15.0 million. The original $15.0 million cap approved in 2017 was the result of a unanimous settlement agreement and contained additional reporting requirements and obligations. In May 2025, Kansas Gas Service, the KCC staff and the Citizens’ Utility Ratepayer Board filed a unanimous settlement agreement with the KCC agreeing to increase the cap to $32.0 million and to leave all of the other provisions of the 2017 settlement agreement in place. The KCC issued an order approving the settlement agreement in July 2025.

Pursuant to the AAO, costs approved for recovery in a future rate proceeding are to be amortized over a 15-year period. The unamortized amounts are not included in rate base or accumulate carrying charges. Following a determination that future investigation and remediation work approved by the KDHE exceeds $32.0 million, net of any related insurance recoveries, Kansas Gas Service is required to file an application with the KCC for approval to increase the $32.0 million cap. At September 30, 2025 and December 31, 2024, we have deferred $30.3 million and $31.1 million, respectively, for accrued investigation and remediation costs, net of insurance proceeds, pursuant to our AAO.

We also own or retain legal responsibility for certain environmental conditions at a former MGP site in Texas. At the request of the TCEQ, we began investigating the level and extent of contamination associated with the site under their Texas Risk Reduction Program. A preliminary site investigation revealed that this site contains contaminants generally associated with MGP sites and is subject to control or remediation under various environmental laws and regulations. At September 30, 2025, estimated costs associated with expected remediation activities for this site are not material.

Our expenditures for environmental evaluation, mitigation, remediation and compliance to date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows during the three and nine months ended September 30, 2025 and 2024. The reserve for remediation of our MGP sites was $13.8 million and $14.3 million at September 30, 2025 and December 31, 2024, respectively.

Environmental Footprint - We cannot assure that existing environmental statutes and regulations will not be revised or that new regulations will not be adopted or become applicable to us. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our business, financial condition and results of operations. Our expenditures for environmental investigation and remediation compliance to-date have not been significant in relation to our financial position, results of operations or cash flows, and our expenditures related to environmental matters had no material effects on earnings or cash flows for the three and nine months ended September 30, 2025 and 2024.

Pipeline Safety - We are subject to regulation under federal pipeline safety statutes and any analogous state regulations. These include safety requirements for the design, construction, operation, and maintenance of pipelines, including transmission and distribution pipelines. At the federal level, we are regulated by PHMSA. PHMSA regulations require the following for certain pipelines: inspection and maintenance plans; integrity management programs, including the determination of pipeline integrity risks and periodic assessments on certain pipeline segments; an operator qualification program, which includes certain trainings; a public awareness program that provides certain information; and a control room management plan.

PHMSA promulgates various regulations related to pipeline safety. As part of the Consolidated Appropriations Act, 2021, the PIPES Act reauthorized PHMSA through 2023 and directed the agency to move forward with several regulatory actions, including the “Pipeline Safety: Class Location Change Requirements” and the “Pipeline Safety: Safety of Gas Transmission and Gathering Pipelines” proposed rulemakings. Congress has also instructed PHMSA to issue final regulations that will require operators of non-rural gas gathering lines and new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those regulations. On January 20, 2025, an executive order began a regulatory freeze to all rulemakings that were not yet effective pending further review. To the extent such rulemakings impose more stringent requirements on our facilities, we may be required to incur expenditures that may be material.

Regulatory - Several regulatory initiatives impacted the earnings and future earnings potential of our business. See additional information regarding our regulatory initiatives in the “Regulatory Activities” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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IMPACT OF NEW ACCOUNTING STANDARDS

Information about the impact of new accounting standards, if any, is included in Note 1 of the Notes to Consolidated Financial Statements in this Quarterly Report.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.

Information about our estimates and critical accounting policies is included under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Critical Estimates and Accounting Policies,” in our Annual Report.

FORWARD-LOOKING STATEMENTS

Some of the statements contained and incorporated in this Quarterly Report are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The forward-looking statements relate to our anticipated financial performance, liquidity, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking and other statements in this Quarterly Report regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this Quarterly Report identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled,” “likely,” and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this Quarterly Report. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, costs, liquidity, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

our ability to recover costs, income taxes and amounts equivalent to the cost of property, plant and equipment, regulatory assets and our allowed rate of return in our regulated rates or other recovery mechanisms;
cyber-attacks, which, continue to increase in volume and sophistication, or breaches of technology systems that could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee, vendor, counterparty or Company information; further, increased remote working arrangements have required enhancements and modifications to our IT infrastructure (e.g. Internet, Virtual Private Network, remote collaboration systems, etc.), and any failures of the technologies, including third-party service providers, that facilitate working remotely could limit our ability to conduct ordinary operations or expose us to increased risk or effect of an attack;
our ability to manage our operations and maintenance costs;
changes in regulation of natural gas distribution services, particularly those in Oklahoma, Kansas and Texas;
the economic climate and, particularly, its effect on the natural gas requirements of our residential and commercial customers;
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the length and severity of a pandemic or other health crisis which could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period;
competition from alternative forms of energy, including, but not limited to, electricity, solar power, wind power, geothermal energy and biofuels;
adverse weather conditions and variations in weather, including seasonal effects on demand and/or supply, the occurrence of severe storms in the territories in which we operate, and climate change, and the related effects on supply, demand, and costs;
indebtedness, which could make us more vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantage compared with competitors;
our ability to secure reliable, competitively priced and flexible natural gas transportation and supply, including decisions by natural gas producers to reduce production or shut-in producing natural gas wells and expiration of existing supply and transportation and storage arrangements that are not replaced with contracts with similar terms and pricing;
our ability to complete necessary or desirable expansion or infrastructure development projects, which may delay or prevent us from serving our customers or expanding our business;
operational and mechanical hazards or interruptions;
adverse labor relations;
the effectiveness of our strategies to reduce earnings lag, revenue protection strategies and risk mitigation strategies, which may be affected by risks beyond our control such as commodity price volatility, counterparty performance or creditworthiness and interest rate risk;
the capital-intensive nature of our business, and the availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets and other sources of liquidity;
our ability to obtain capital on commercially reasonable terms, or on terms acceptable to us, or at all;
limitations on our operating flexibility, earnings and cash flows due to restrictions in our financing arrangements;
cross-default provisions in our borrowing arrangements, which may lead to our inability to satisfy all of our outstanding obligations in the event of a default on our part;
changes in the financial markets during the periods covered by the forward-looking statements, particularly those affecting the availability of capital and our ability to refinance existing debt and fund investments and acquisitions to execute our business strategy;
actions of rating agencies, including the ratings of debt, general corporate ratings and changes in the rating agencies’ ratings criteria;
changes in inflation and interest rates;
our ability to recover the costs of natural gas purchased for our customers and any related financing required to support our purchase of natural gas supply;
impact of potential impairment charges;
volatility and changes in markets for natural gas and our ability to secure additional and sufficient liquidity on reasonable commercial terms to cover costs associated with such volatility;
possible loss of local distribution company franchises or other adverse effects caused by the actions of municipalities;
payment and performance by counterparties and customers as contracted and when due, including our counterparties maintaining ordinary course terms of supply and payments;
changes in existing or the addition of new environmental, safety, tax, cybersecurity and other laws or regulations to which we and our subsidiaries are subject, including those that may require significant expenditures, significant increases in operating costs or, in the case of noncompliance, substantial fines or penalties;
the effectiveness of our risk-management policies and procedures, and employees violating our risk-management policies;
the uncertainty of estimates, including accruals and costs of environmental remediation;
advances in technology, including technologies that increase efficiency or that improve electricity’s competitive position relative to natural gas;
population growth rates and changes in the demographic patterns of the markets we serve in Oklahoma, Kansas and Texas, and economic conditions in these areas;
acts of nature and naturally occurring disasters;
political unrest and the potential effects of threatened or actual terrorism and war;
the sufficiency of insurance coverage to cover losses;
the effects of our strategies to reduce tax payments;
changes in accounting standards;
changes in corporate governance standards;
existence of material weaknesses in our internal controls;
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our ability to comply with all covenants in our indentures and our short and long term credit agreements, a violation of which, if not cured in a timely manner, could trigger a default of our obligations;
our ability to attract and retain talented employees, management and directors, and any shortage of skilled-labor;
unexpected increases in the costs of providing health care benefits, along with pension and postemployment health care benefits, as well as declines in the discount rates on, declines in the market value of the debt and equity securities of, and increases in funding requirements for, our defined benefit plans; and
our ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also have material adverse effects on our future results. These and other risks are described in greater detail in Part 1, Item 1A, Risk Factors, in our Annual Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our quantitative and qualitative disclosures about market risk are consistent with those discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report.

Commodity Price Risk

Our commodity price risk, driven primarily by fluctuations in the price of natural gas, is mitigated by our purchased-gas cost adjustment mechanisms through which we pass-through natural gas costs to our customers without profit. We may use fixed-price natural gas contracts or derivative instruments to hedge the cost of a portion of our anticipated natural gas purchases during the winter heating months to reduce the impact on our customers of upward market price volatility of natural gas. Additionally, we inject natural gas into storage during the warmer months, when natural gas prices are typically lower, and withdraw the natural gas during the colder months of the year. Gains or losses associated with these derivative instruments and the costs of our fixed-price natural gas contracts and storage activities are included in, and recoverable through our purchased-gas cost adjustment mechanisms, which are subject to review by regulatory authorities.

Interest-Rate Risk

We are exposed to interest-rate risk primarily associated with commercial paper borrowings, borrowings under our short and long term credit agreements, and new debt financing needed to fund capital requirements, including future contractual obligations and maturities of long-term and short-term debt. We may manage interest-rate risk on future borrowings through the use of fixed-rate debt, floating-rate debt and, at times, interest-rate swaps. Fixed-rate swaps may be used to reduce our risk of increased interest costs during periods of rising interest rates. Floating-rate swaps may be used to convert the fixed rates of long-term borrowings into short-term variable rates.

Counterparty Credit Risk

We assess the creditworthiness of our customers. Those customers who do not meet minimum standards are required to provide security, including deposits or other forms of collateral, when appropriate and allowed by tariff. With approximately 2.3 million customers across three states, we are not exposed materially to a concentration of credit risk. We maintain a provision for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, consideration of the current credit environment and other information. We recover the fuel-related portion of bad debts through our purchased-gas cost adjustment mechanisms.

ITEM 4.CONTROLS AND PROCEDURES

Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report based on the evaluation of the controls and procedures required by Rules 13(a)-15(b) of the Exchange Act.

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Changes in Internal Control Over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

We are a party to various litigation matters and claims that have arisen in the normal course of our operations. While the results of litigation and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material adverse effect on our results of operations, financial position or cash flows.

ITEM 1A.    RISK FACTORS

Our investors should consider the risks set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should carefully consider the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

During the quarter ended September 30, 2025, no director or Section 16 officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in the Exchange Act).

ITEM 6.    EXHIBITS

Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.

The following exhibits are filed as part of this Quarterly Report:
Exhibit No.Exhibit Description
3.1
Amended Certificate of Incorporation of ONE Gas, Inc., dated May 24, 2018 (incorporated by reference to Exhibit 3.1 to ONE Gas, Inc.’s Current Report on Form 8-K filed on May 30, 2018 (File No. 1-36108)).
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3.2
Amended and Restated By-Laws of ONE Gas, Inc. dated August 5, 2025 (incorporated by reference to Exhibit 3.1 to ONE Gas, Inc.’s Current Report on Form 8-K filed on August 5, 2025 (File No. 1-36108)).
10.1
Credit Agreement, dated as of August 11, 2025, among ONE Gas, Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to ONE Gas, Inc.’s Current Report on Form 8-K filed on August 11, 2025 (File No. 1-36108)).
10.2
Third Amended and Restated Credit Agreement, dated as of October 30, 2025, among ONE Gas, Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to ONE Gas, Inc.’s Current Report on Form 8-K filed on October 30, 2025 (File No. 1-36108)).]


31.1
Certification of Robert S. McAnnally pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Christopher P. Sighinolfi pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Robert S. McAnnally pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
32.2
Certification of Christopher P. Sighinolfi pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only pursuant to Rule 13a-14(b)).
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Schema Document.
101.CALXBRL Calculation Linkbase Document.
101.LABXBRL Label Linkbase Document.
101.PREXBRL Presentation Linkbase Document.
101.DEFXBRL Extension Definition Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

Attached as Exhibit 101 to this Quarterly Report are the following XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024; (iv) Consolidated Balance Sheets at September 30, 2025 and December 31, 2024; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; (vi) Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024; and (vii) Notes to Consolidated Financial Statements.

We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report.
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SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 4, 2025
ONE Gas, Inc.
Registrant
By:/s/ Christopher P. Sighinolfi
Christopher P. Sighinolfi
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)


40

FAQ

How did ONE Gas (OGS) perform in Q3 2025?

Revenue was $379.1 million (up 11%), operating income was $65.4 million, net income was $26.5 million, and diluted EPS was $0.44.

What drove OGS’s year-over-year earnings improvement?

Higher earnings reflected $19.2 million from new rates and increased residential sales from customer growth, partially offset by higher depreciation, taxes, and labor.

What is OGS’s current liquidity position and credit facility capacity?

The revolving credit facility was increased to $1.5 billion and extended to October 30, 2030; commercial paper outstanding was $764.4 million at quarter-end.

Did ONE Gas add new debt in 2025?

Yes. The company entered a $250 million, 13‑month unsecured term loan in August 2025, with interest based on Term SOFR plus 90 bps.

What regulatory outcomes affected 2025 results?

Approvals included an Oklahoma base rate increase of $41.1 million and a Kansas GSRS increase of $7.2 million; Texas filings and GRIP increases also advanced.

What dividend did OGS declare in November 2025?

A quarterly dividend of $0.67 per share ($2.68 annualized) for shareholders of record on November 14, 2025, payable December 1, 2025.

How many shares were outstanding?

Shares outstanding were 59,999,041 as of October 24, 2025.
One Gas Inc

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